The Identification And Relief Of Shareholders'Oppression In Limited Liability Company

Shareholder oppression,as a concept of common law system,mainly refers to the behavior that the major shareholders damage the legitimate rights and interests of the minor shareholders by means of suppression and exclusion.In recent years,it is an important topic to solve the problem of oppression of internal shareholders in the corporate governance structure.The goal of commercial law construction and improvement is to pursue the balance between fairness and efficiency.Therefore,how to balance the conflict of interest between large shareholders and minor shareholders in the company has an important research value,which not only respects the internal autonomy of the company,but also protects the basic rights of shareholders.Due to the particularity of the limited liability company,the problem of shareholder oppression is more prominent in the limited liability company.Therefore,this paper focuses on the limited liability company,and divides the shareholders' oppression into two aspects:the recognition standard and the relief method,in order to discuss its present situation and improvement more carefully.The content of this paper is divided into preface,text and conclusion,and the text is divided into five parts.The first part is the general theory of shareholder oppression in limited liability company.After defining the concept of shareholder oppression,this paper sums up the manifestation of shareholder oppression in the limited liability company,and analyzes the causes of shareholder oppression in the limited liability company,which lays a solid theoretical foundation for the later research on the identification and relief of shareholder oppression.The second part discusses the current situation of shareholders' oppressive protection in China from two aspects:recognition standard and relief method.In terms of standards,the principle of prohibiting the abuse of shareholders' rights provides a legal basis for the establishment of standards for determining shareholders'oppression.However,due to the general expression of the principle and the lack of specific interpretation rules,the standards for determining shareholders' oppression in judicial practice are unclear.In the aspect of relief methods,this paper analyzes such relief methods as compensation for losses,invalidation or revocation of company resolutions,dissenting shareholders' right to repurchase claims,judicial dissolution and so on.However,due to the reasons of too single relief methods and too harsh starting conditions of some methods,it is difficult for the oppressed shareholders to obtain comprehensive and effective relief.The third part combs the protection of foreign shareholders' oppression from two aspects:the recognition standard and the relief method.In the aspect of identification standard,this paper studies the principle of fiduciary duty among shareholders in American company law,and analyzes the specific rules to judge whether shareholders violate fiduciary duty,such as equal opportunity rule,legitimate business purpose rule and reasonable expectation rule.In the aspect of relief methods,this paper studies the provisions of the representative countries on the ways of shareholders' oppressive relief.As a case law country,the United States has developed many ways to relieve the oppressed shareholders,such as judicial dissolution,share buyback,appointment of receiver,issuing injunction and increasing the proportion of minority shareholders As a written law country,Germany has stipulated the ways to relieve the oppressed shareholders,such as judicial dissolution and expulsion of shareholders.The fourth part discusses the improvement of the standards for the determination of shareholders' oppression in China's limited liability company,which is also the innovation of the whole article.First of all,this paper believes that the establishment of the standards for determining the oppression of shareholders in line with the judicial practice of our country should start with the interpretation of the "principle of prohibiting the abuse of shareholders' rights" in the local law,so as to explore more detailed rules of judgment.Secondly,in order to explain the "principle of prohibiting the abuse of shareholders' rights",this paper first explains the "principle of prohibiting the abuse of rights" in the general principles of civil law,and considers that its constituent elements are:the act has the appearance of rights,the exercise of rights damages the legitimate rights and interests of others and the exercise of rights does not conform to the purpose of the creation of rights.Finally,this paper compares the"principle of prohibiting the abuse of shareholders' rights" in the company law,and holds that its constituent elements are:shareholders have and exercise shareholders'rights,shareholders' exercise of shareholders' rights damages the legitimate rights and interests of other shareholders,and shareholders' exercise of shareholders' rights is not in line with the purpose of rights creation.The fifth part,based on the experience of foreign countries and the reality of our country,puts forward some suggestions to improve the way of shareholders'oppressive relief.Specifically,it includes improving the rules of compensation and loss for shareholders' abuse of rights,constructing the rules of connection between the principle of prohibiting shareholders' abuse of rights and the rules of effectiveness of company resolutions,encouraging the judicial review of company resolutions that may involve shareholders' oppression,improving the system of dissenting shareholders' repurchase claim rights and moderately expanding the scope of application of judicial dissolution.